Standard Terms of Service

• Each gender includes the others;
• The singular includes the plural and vice versa;
• References to the Contract includes the Terms, the Schedule of Services and its appendices (if any);
• References to persons include individuals, unincorporated bodies, government entities, companies and corporations;
• Cause headings do not affect their interpretation;
• General words are not limited by example; and
• References to any legislation will be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

• A Client Enquiry will be deemed to be an offer to purchase Services from the Supplier on these Terms but shall not be binding on the Supplier. The Supplier reserves the right at all times to reject any Client Enquiry, in whole or in part, at its sole discretion.
• Acceptance of a Client Enquiry shall take the form of written acceptance to perform the Services by the Supplier of a Schedule of Services provided by it to a Client after receipt by it of a signed Schedule from a Client but for the avoidance of doubt a Schedule of Services is not binding until signed by the Supplier even if it has been signed by the Client. Without prejudice to the foregoing in the event a Client does not sign a Schedule of Services or any other Supplier document the Terms or Contract of the Supplier shall apply to all Services supplied by the Supplier and in any event not the terms of the Client.
• Marketing and other descriptive matter relating to Services are illustrative only, and do not form part of the Contract. The Client agrees that, in placing a Client Enquiry, it has not relied on any representation or statement by the Supplier not set out in the Contract.
• These Terms apply to and form part of the Contract for the supply of the Services by the Supplier to the Client. They supersede any previously issued terms and conditions of supply.
• No terms or conditions endorsed on, delivered with, or contained in the Client's Enquiry, confirmation of Schedule of Services, specification or other document will form part of the Contract.
• No variation of the Terms or to a Schedule of Services, or to a quotation from the Supplier will be binding unless expressly agreed in writing and executed by a duly authorised signatory of the Supplier.
• A contract will be formed upon the earlier to occur of:

1. Signature by the Supplier of the Schedule of Services provided by it to the Client; or
2. The execution of a specific written agreement by both the Supplier and the Client.

• The price for the Services will be as set out in the Schedule of Services or in default of such provision will be calculated in accordance with the Supplier's standard scale of charges in force on the date of formation of the Contract.
• The price does not include Value Added Tax which will be charged (if applicable) in addition at the then applicable rate.
• Unless otherwise agreed between the parties pursuant to a Schedule of Services, Services are charged on a time, materials and expenses basis at the Supplier's then-current daily rates. The rates are calculated on the basis of a seven (7) hour day from 00 to 17.00 on a Business Day or as otherwise agreed. For Services provided outside those times, the Supplier's then current overtime rates will apply or as otherwise set out in the Schedule of Services or agreed between the parties. In the case of Training, a deposit as notified to the Client shall be payable at the time of booking which shall not be refundable in the event of cancellation by the Client with the balance payable on 30 days credit terms issued two (2) weeks prior to the Training. Any after the event costs and expenses payable by the Client shall be invoiced by the Supplier and are payable in accordance with clause 3.7.
• Subject to any agreed Schedule of Services the Supplier may vary its rates and/or prices for Services from time to time. In such event the Supplier will give the Client not less than thirty (30) days’ written notice of such variations. Where a proposed increase is unacceptable to the Client, it may terminate the Contract on twenty (20) days' written notice to the Supplier in accordance with clause 12.3.
• Schedule of Services accepted by the Supplier at the time of notification of price variations under clause 3.4 (if applicable) will be fulfilled at the original prices quoted in the Schedule of Services.
• The Supplier will invoice the Client as agreed but in the absence of agreement may invoice monthly in advance. Invoices will include all information necessary to enable the Client to check their accuracy.
• The price is payable and the Client will pay all invoices:

1. In full, without deduction or set-off other than as required by law, in cleared funds within thirty (30) days of date of invoice;
2. To the Supplier's nominated bank account specified in the Schedule of Services.
3. Time of payment is of the essence.
4. Where sums due hereunder are not paid in full by the due date:
5. The Supplier may, without limiting its other rights, charge interest on such sums at 2% a year above the base rate of Barclays Bank plc from time to time in force;
6. Interest will accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

• VAT (if applicable) will be charged by the Supplier and paid by the Client at the then applicable rate.

• The Supplier will provide the Services to the Client in accordance with the Contract and the Specification.
• The Services will begin on the Commencement Date and be performed for the period set out in the Schedule of Services or until provision is complete (as may be applicable) or earlier termination of the Contract.
• Whilst the Supplier will use reasonable endeavours to meet any milestone dates set out in the Schedule of Services, such dates are approximate only, and time of performance is not of the essence.
• The Supplier will not be liable for any delay in or failure of performance of the Services (including any failure to achieve any milestone or other date) so far as caused by an event of Force Majeure (as defined at clause 11) or the Client's failure to perform its obligations under the Contract. The Supplier may make any changes to the Services:

1. Needed to comply with applicable law or safety requirements;
2. or which do not materially affect the nature or quality of the Services; and will notify the Client in advance of such changes where practicable.

• Perform the Services using reasonable care and skill;
• Use sufficient personnel who have appropriate skills and experience for their duties;
• Obtain and maintain all licences, permits and other consents required for its performance of the Services;
• Comply with all applicable laws and regulations;
• Observe all rules and regulations notified to the Supplier and in force at the Supply Location and other Client sites as may be applicable; and
• On completion of the Services or earlier termination of the Contract return all Client Materials as far as reasonably practicable.

• The Client will pay the price for the Services in accordance with the Contract.
• The Client will:

1. Afford the Supplier access to the Supply Location and other Client sites as may be necessary for the view of the Supplier and prepare them for the supply of the Services;
2. Afford the Supplier reasonable access to the Client personnel named in the Specification and/or as agreed between the parties; and
3. Promptly provide the Supplier such facilities, information and assistance as it considers necessary (ensuring that information is complete and accurate); in each case as reasonably required to allow the Supplier to perform the Services.

The Client will also:

1. Co-operate fully with the Supplier and follow the Supplier's reasonable instructions in relation to the performance of the Services;
2. Obtain and maintain all necessary licences and consents for the performance of the Services;
3. Keep all documents, equipment, materials and other Supplier property (Supplier Materials) at the Supply Location or other Client premises safely and at its own risk and in the same condition as they were in when supplied (fair wear and tear excepted if applicable); and
4. Not dispose of or use any Supplier Materials without the Supplier's prior written agreement.
5. The Services are provided at the Client's request and the Client is responsible for verifying that the Services are suitable for its own needs.

• If the Supplier is prevented or delayed in performing the Services by any cause attributable to the Client, the Supplier (without prejudice to its other rights):

1. May suspend performance of the Services until the Client remedies its default;
2. Will not be liable for any costs or losses sustained by the Client as a result of such suspension; and
3. May charge the Client (and the Client will pay in accordance with the Contract) costs and/or losses incurred by the Supplier arising from the Client's default, subject to clause 8.

The Supplier does not exclude its liability:

1. for death or personal injury caused by its negligence; or
2. for fraud or fraudulent misrepresentation.

• The Supplier will not be liable for any failure of any Services to the extent:

1. caused by the Client's failure to comply with the Supplier's instructions in relation to the Services as may be applicable;
2. where the Client alters the Services or the results of the Services without the Supplier's prior written agreement, In particular, the terms implied by ss 14 and 15 of the Supply of Goods and Services Act 1982 are expressly excluded.

The Supplier will not be liable for:

1. loss of data or use;
2. any form of indirect, consequential or special loss; or
3. any loss of or failure to realise an expected profit, revenue or savings or any other form of pure economic loss, whether any such loss is direct or indirect; and, in each case, however, arising.

• Other than as set out above, the Supplier limits its liability (however arising) in respect of or in connection with the Services, and otherwise in connection with the Contract in any twelve (12) month period from the Commencement Date to the total price of the Services under the Contract in question.

• Subject to clause 10 nothing in the Contract will affect the rights (including Intellectual Property Rights) in the Supplier Materials which are and shall remain vested in the Supplier SAVE THAT all Intellectual Property Rights in the Deliverables are hereby assigned by the Supplier to the Client on provision of the Services but the Client hereby grants a perpetual non-exclusive royalty-free license to the Supplier in relation to the Deliverables for retention and use by the Supplier as may be required by it in accordance with applicable laws.

• Each party shall keep confidential all Confidential Information of the other party and will only use the other's Confidential Information as required to perform the Contract. The provisions of this clause will not apply to:

1. Any information which was in the public domain at the date of the Contract;
2. Any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
3. Is independently developed by the other party without using information supplied by the first party; or
4. Any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

• This clause 10 will remain in force for a period of five (5) years from the date of termination of the Contract.

• Force Majeure means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Contract including (but not limited to) an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest, strike, lockout or boycott or other industrial action; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required by for performance of the Contract (Force Majeure). Failure to pay or be paid is not Force Majeure.
• A party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

1. Promptly notifies the other of the Force Majeure event and its expected duration; and
2. Uses reasonable endeavours to minimise the effects of that event.

If, due to Force Majeure, a party:

1. Is or will be unable to perform a material obligation; or
2. Is delayed in or prevented from performing its obligations for a continuous period exceeding thirty (30) days in any Year; the parties will, within thirty (30) days, use reasonable endeavours to renegotiate the Agreement to achieve, as nearly as possible, the original commercial intent but may terminate the Contract on five (5) Business Days’ written notice if agreement is not reached within ten (10) Business Days of commencement of renegotiation.

• The Contract may be terminated forthwith at any time by either party on written notice to the other if:

1. The other commits a material breach, or series of breaches resulting in a material breach, of the Contract and such breach is not remediable or is not remedied within fourteen (14) days of written notice requiring that party to do so;
2. The other: (i) suspends or threatens to suspend payment of its debts, (ii) is unable to pay its debts as they fall due or (iii) is unable to pay its debts (being a company) within the meaning of s 123 of the Insolvency Act 1986 or (being an individual) within the meaning of s 268 of the Insolvency Act 1986 or (being a partnership) there is any partner to whom any of the foregoing applies;
3. The other: (i) negotiates with its creditors for rescheduling of its debts, (ii) makes a proposal to or compounds with its creditors in respect of its debts other than solely by way of solvent amalgamation or reconstruction or (iii) makes an application to court for protection from its creditors generally;
4. The other passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or administrator is appointed in relation to the other, or a winding-up proposal is made in relation to the other than solely in relation to a solvent amalgamation or reconstruction;
5. A receiver or administrative receiver may be or is appointed in relation to the other or any of its assets;
6. Any creditor of the other attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the other's assets, and such attachment or process is not discharged within fourteen (14) days;
7. The other takes or suffers any action similar to any of the above in any jurisdiction;
8. There is a material change in the management, ownership or control of the other;
9. The other suspends trading, ceases to carry on business, or threatens to do either;
10. The other (being an individual) dies or ceases to be capable of managing his own affairs; or
11. The other is subject to an event of Force Majeure under clause 11.

In addition to its rights under clause 1, the Supplier may terminate the Contract at any time:

On ten (10) days' written notice to the Client;

1. Immediately on written notice to the Client if the Client has failed to pay any amount due under the Contract within fourteen (14) Business Days of the due date.

• The Client may terminate the Contract at any time on immediate written notice to the Supplier if the circumstances under clause 3.4 arise.
• On termination of the Contract for any reason:

1. The Client will within five (5) Business Days pay all invoices of the Supplier then outstanding;
2. The Supplier will, within five (5) Business Days, invoice the Client for all Services provided but not yet invoiced and the Client will pay such invoice within a further five (5) Business Days;
3. Each party will within five (5) Business Days return any materials of the other then in its possession or control;
4. The accrued rights and liabilities of the parties will not be affected; and
5. Clauses which expressly or by implication are to survive termination will do so.

of a party means any entity which directly or indirectly owns or controls, is directly or indirectly owned or controlled by, or is in common ownership or control with, that party;

means a day other than Saturday, Sunday and public holidays when clearing banks generally are open for non-automated business in London;

means the date on which provision of the Services shall commence as specified in the Schedule of Services;

means any commercial, pastoral, financial or technical and/or other information relating to the products, services, plans, know-how or trade secrets, which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

means the agreement between the Supplier and the Client for the supply and purchase of the Services and the Deliverables incorporating these Terms and the Schedule of Services;

means the Client whose details are set out in the Schedule of Services;

means an enquiry by a Client to the Supplier for the provision of services by the Supplier to the Client;

means an enquiry by a Client to the Supplier for the provision of services by the Supplier to the Client;

means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case:

(a) whether registered or not;

(b) including any applications to protect or register such rights;

(c) including all renewals and extensions of such rights or applications;

(d) whether vested, contingent or future;

(e) to which the Supplier is or may be entitled; and

(f) in whichever part of the world existing;

• The Contract may be terminated forthwith at any time by either party on written notice to the other if:

1. The other commits a material breach, or series of breaches resulting in a material breach, of the Contract and such breach is not remediable or is not remedied within fourteen (14) days of written notice requiring that party to do so;
2. The other: (i) suspends or threatens to suspend payment of its debts, (ii) is unable to pay its debts as they fall due or (iii) is unable to pay its debts (being a company) within the meaning of s 123 of the Insolvency Act 1986 or (being an individual) within the meaning of s 268 of the Insolvency Act 1986 or (being a partnership) there is any partner to whom any of the foregoing applies;
3. The other: (i) negotiates with its creditors for rescheduling of its debts, (ii) makes a proposal to or compounds with its creditors in respect of its debts other than solely by way of solvent amalgamation or reconstruction or (iii) makes an application to court for protection from its creditors generally;
4. The other passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or administrator is appointed in relation to the other, or a winding-up proposal is made in relation to the other than solely in relation to a solvent amalgamation or reconstruction;
5. A receiver or administrative receiver may be or is appointed in relation to the other or any of its assets;
6. Any creditor of the other attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the other's assets, and such attachment or process is not discharged within fourteen (14) days;
7. The other takes or suffers any action similar to any of the above in any jurisdiction;
8. There is a material change in the management, ownership or control of the other;
9. The other suspends trading, ceases to carry on business, or threatens to do either;
10. The other (being an individual) dies or ceases to be capable of managing his own affairs; or
11. The other is subject to an event of Force Majeure under clause 11.

In addition to its rights under clause 1, the Supplier may terminate the Contract at any time:

On ten (10) days' written notice to the Client;

1. Immediately on written notice to the Client if the Client has failed to pay any amount due under the Contract within fourteen (14) Business Days of the due date.

• The Client may terminate the Contract at any time on immediate written notice to the Supplier if the circumstances under clause 3.4 arise.
• On termination of the Contract for any reason:

1. The Client will within five (5) Business Days pay all invoices of the Supplier then outstanding;
2. The Supplier will, within five (5) Business Days, invoice the Client for all Services provided but not yet invoiced and the Client will pay such invoice within a further five (5) Business Days;
3. Each party will within five (5) Business Days return any materials of the other then in its possession or control;
4. The accrued rights and liabilities of the parties will not be affected; and
5. Clauses which expressly or by implication are to survive termination will do so.

means the schedule of services for the Services from the Supplier as set out in the attached schedule and/or other schedule of services document

means the services (which may include Training) and other Deliverables set out in the Schedule of Services to be supplied by the Supplier to the Client;